EXHIBIT
      4.1

     

    THIS
      WARRANT AND ANY SHARES ACQUIRED UPON THE EXERCISE OF THIS WARRANT HAVE NOT
      BEEN
      REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE
      TRANSFERRED, ASSIGNED OR HYPOTHECATED EXCEPT PURSUANT TO AN EFFECTIVE
      REGISTRATION STATEMENT UNDER SAID ACT COVERING SUCH SECURITIES, THE SALE IS
      MADE
      IN ACCORDANCE WITH RULE 144 OR RULE 701 UNDER THE ACT OR THE COMPANY RECEIVES
      AN
      OPINION OF COUNSEL SATISFACTORY TO THE COMPANY STATING THAT SUCH SALE, TRANSFER,
      ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS
      DELIVERY REQUIREMENTS OF SUCH ACT. 

    


    ENHANCE
      SKIN PRODUCTS INC.

    FORM
      OF

    COMMON
      STOCK PURCHASE WARRANT

    


    Warrant
      No.: ____

    


    August
      __, 2008

    


    THIS
      CERTIFICATE certifies that ____________________, having an address at
      ______________________________________, or permitted assignees is the registered
      holder (the “Holder”)
      of
      this Common Stock Purchase Warrant (the “Warrant”)
      to
      purchase shares of the common stock, $.001 par value per share (the
“Common
      Stock”),
      of
      Enhance Skin Products Inc., a corporation duly organized and validly existing
      under the laws of the State of Nevada (the “Company”).
      This
      Warrant has been issued to the Holder in connection with the private placement
      of securities offered pursuant to a subscription agreement, dated as of August
      __, 2008 (together with all documents and filings attached thereto, the
“Subscription
      Document”).

    


    FOR
      VALUE
      RECEIVED, the Company hereby certifies that the Holder is entitled to purchase
      from the Company ____________ duly authorized, validly issued, fully paid and
      non-assessable shares of Common Stock (the “Warrant
      Shares”)
      at a
      purchase price per share of Common Stock equal to $1.40 (the “Warrant
      Price”),
      and
      subject to the terms, conditions and adjustments set forth below in this Warrant
      and in the Subscription Document. The person or entity in whose name this
      Warrant is registered on the records of the Company regarding registration
      and
      transfers of this Warrant (the “Warrant
      Register”)
      is the
      owner and holder thereof for all purposes, except as described in Section 8
      hereof.

    


    1. Vesting
      of Warrant.
      This
      Warrant shall vest and become exercisable immediately following the Closing
      (as
      defined in the Subscription Document).

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    2.
       Expiration
      of Warrant.
      This
      Warrant shall expire at 5:00 p.m., Nevada local time, on August __, 2010, which
      is the second anniversary date of the Closing (the "Expiration
      Date").

    


    3. Required
      Exercise of Warrant. This
      Warrant must be exercised within 10 Business Days (as defined below) of written
      notice by the Company to the Holder hereof that the Company has attained
      $2,000,000 in sales revenue. If not exercised within such period, this Warrant
      will expire worthless.

    


    4. Exercise
      of Warrant.
      

    


    4.1
        Manner
      of
      Exercise. This Warrant may only be exercised by the Holder hereof, in accordance
      with the terms and conditions hereof, in whole or in part with respect to any
      portion of this Warrant, into shares of Common Stock, during normal business
      hours on any day other than a Saturday or a Sunday or a day on which commercial
      banking institutions in Carson City, Nevada are authorized by law to be closed
      (a “Business
      Day”)
      on or
      prior to the Expiration Date with respect to such portion of this Warrant,
      by
      surrender of this Warrant to the Company at its office maintained pursuant
      to
      Section 11.2(a) hereof, accompanied by an exercise notice in substantially
      the
      form attached to this Warrant as Exhibit A duly executed by or on behalf of
      the
      Holder together with the payment of the Warrant Price in cash. 

     

    4.2 When
      Exercise Effective. Each exercise of this Warrant shall be deemed to have been
      effected immediately prior to the close of business on the Business Day on
      which
      this Warrant shall have been surrendered to the Company as provided in Section
      4.1 hereof (“Exercise Date”), and, at such time, the corporation, association,
      partnership, organization, business, individual, government or political
      subdivision thereof or a governmental agency (a “Person”
or
      the
“Persons”)
      in
      whose name or names any certificate or certificates for shares of Common Stock
      shall be issuable upon exercise as provided herein shall be deemed to have
      become the holder or holders of record thereof. 

    


    4.3
        Delivery
      of Stock Certificates. As soon as practicable after each exercise of this
      Warrant, in whole or in part, and in any event within five (5) Business Days
      thereafter, the Company at its expense (including the payment by it of any
      applicable issue taxes) will cause to be issued in the name of and delivered
      to
      the Holder hereof or, subject to Section 10 hereof, as the Holder (upon payment
      by the Holder of any applicable transfer taxes) may direct:

    


    (a)
      a
      certificate or certificates (with appropriate restrictive legends, as
      applicable) for the number of duly authorized, validly issued, fully paid and
      nonassessable shares of Common Stock to which the Holder shall be entitled
      upon
      exercise plus, in lieu of any fractional share to which the Holder would
      otherwise be entitled, all issuances of Common Stock shall be rounded up to
      the
      nearest whole share.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    (b)
      in
      case exercise is in part only, a new Warrant of like tenor, dated the date
      hereof and calling in the aggregate on the face thereof for the number of shares
      of Common Stock equal to the number of shares called for on the face of this
      Warrant minus the number of shares designated by the Holder upon exercise as
      provided in Section 3.1 hereof (without giving effect to any adjustment
      thereof).

    


    4.4  Shares
      to
      be Fully Paid; Reservation of Shares. The Company covenants and agrees that
      all
      shares of Common Stock which may be issued upon the exercise of rights presented
      by this Warrant will, upon issuance by the Company, be validly issued, fully
      paid and nonassessable, and free from preemptive rights and free from all taxes,
      liens and charges with respect thereto. The Company further covenants and agrees
      that, from and after the date of issuance of the Warrant and during the period
      within which the rights represented by this Warrant may be exercised, the
      Company will at all times have authorized, and reserve, free from preemptive
      rights, out of its authorized but unissued shares of Common Stock, solely for
      the purpose of effecting the exercise of this Warrant, a sufficient number
      of
      shares of Common Stock to provide for the exercise of the rights represented
      by
      this Warrant.

    


    4.5  Company
      to Reaffirm Obligations. The Company will, at the time of each exercise of
      this
      Warrant, upon the written request of the Holder hereof, acknowledge in writing
      its continuing obligation to afford to the Holder all rights (including without
      limitation any rights to registration of the shares of Common Stock issued
      upon
      exercise) to which the Holder shall continue to be entitled after exercise
      in
      accordance with the terms of this Warrant; provided,
      however,
      that if
      the Holder shall fail to make a request, the failure shall not affect the
      continuing obligation of the Company to afford the rights to such
      Holder.

    


    5.
       Anti-dilution
      Adjustment.
      

    


    5.1
       Stock
      Dividends, Stock Splits, Etc. If the Company declares or pays a dividend on
      its
      Common Stock payable in Common Stock or other securities, or subdivides the
      outstanding Common Stock into a greater amount of Common Stock, then upon
      exercise of this Warrant, for each Warrant Share acquired, Holder shall receive,
      without cost to Holder, the total number and kind of securities to which Holder
      would have been entitled had Holder owned the Warrant Shares of record as of
      the
      date the dividend or subdivision occurred. 

    


       5.2 Reclassifications,
      Exchange or Substitution. Upon any reclassification, exchange, substitution,
      or
      other event that results in a change of the number and/or class of the
      securities issuable upon exercise of this Warrant, Holder shall be entitled
      to
      receive, upon exercise of this Warrant, the number and kind of securities and
      property that Holder would have received for the Warrant Shares if this Warrant
      had been exercised immediately before such reclassification, exchange,
      substitution, or other event. The Company or its successor shall promptly issue
      to Holder a new Warrant for such new securities or other property. The new
      Warrant shall provide for adjustments which shall be as nearly equivalent as
      may
      be practicable to the adjustments provided for in this Section 4.2, including,
      without limitation, adjustments to the Warrant Price and to the number of
      securities or property issuable upon exercise of the new Warrant. The provisions
      of this Section 5.2 shall similarly apply to successive reclassifications,
      exchanges, substitutions, or other events. 

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    5.3
      Adjustments for Combinations, Etc. If the outstanding shares of Common Stock
      are
      combined or consolidated, by reclassification or otherwise, into a lesser number
      of shares, the Warrant Price shall be proportionately increased.

    


    5.4
      Merger or Consolidation. In case of any consolidation of the Company with,
      or
      merger of the Company into any other corporation, or in the case of any sale
      or
      conveyance of all or substantially all of the assets of the Company other than
      in connection with a plan of complete liquidation of the Company, then as a
      condition of such consolidation, merger or sale or conveyance, adequate
      provision will be made whereby the registered holder of the Warrant will have
      the right to acquire and receive upon exercise of this Warrant in lieu of the
      shares of Common Stock immediately theretofore subject to acquisition upon
      the
      exercise of this Warrant, such shares of stock, securities or assets as may
      be
      issued or payable with respect to or in exchange for the number of shares of
      Common Stock immediately theretofore subject to acquisition and receivable
      upon
      exercise of this Warrant had such consolidation, merger or sale or conveyance
      not taken place. In any such case, the Company will make appropriate provision
      to insure that the provisions of this Section 5 hereof will thereafter be
      applicable as nearly as may be in relation to any shares of stock or securities
      thereafter deliverable upon the exercise of this Warrant.

    


    5.5 No
      Fractional Shares. No fractional shares shall be issuable upon exercise of
      this
      Warrant and the number of Warrant Shares to be issued shall be rounded down
      to
      the nearest whole share. 

    


    6.  No
      Impairment.
      The
      Company will not, by amendment of its charter or through reorganization,
      consolidation, merger, dissolution, sale of assets or any other voluntary
      action, avoid or seek to avoid the observance or performance of any of the
      terms
      of this Warrant but will at all times carry out all such terms and take all
      such
      action as may be reasonably necessary or appropriate in order to protect the
      rights of the holder of this Warrant against impairment.

    


    7. Restrictions
      on Transfer.

    


    7.1
        Restrictive
      Legends. This Warrant and each Warrant issued upon transfer or in substitution
      for this Warrant pursuant to Section 10, each certificate for Common Stock
      issued upon the exercise of any Warrant and each certificate issued upon the
      transfer of any such Common Stock shall be transferable only upon satisfaction
      of the conditions specified in this Section 7 and Section 9.4. Each of the
      foregoing securities shall be stamped or otherwise imprinted with a legend
      reflecting the restrictions on transfer set forth in Section 9 and Section
      10.4
      hereof and any restrictions required under the Securities Act of 1933, as
      amended (the “Act”).

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    7.2  Notice
      of
      Proposed Transfer; Opinion of Counsel. Prior to any transfer of any securities
      which are not registered under an effective registration statement under the
      Act
      (“Restricted
      Securities”),
      the
      Holder will give written notice to the Company of the Holder's intention to
      affect a transfer and to comply in all other respects with this Section 7.2.
      Each notice (i) shall describe the manner and circumstances of the proposed
      transfer, and (ii) shall designate counsel for the Holder giving the notice.
      The
      Holder giving notice will submit a copy thereof to the counsel designated in
      the
      notice. The following provisions shall then apply:

    


    (a)
      If in
      the opinion of counsel for the Holder reasonably satisfactory to the Company
      the
      proposed transfer may be effected without registration of Restricted Securities
      under the Act (which opinion shall state the basis of the legal conclusions
      reached therein), the Holder shall thereupon be entitled to transfer the
      Restricted Securities in accordance with the terms of the notice delivered
      by
      the Holder to the Company. Each certificate representing the Restricted
      Securities issued upon or in connection with any transfer shall bear the
      restrictive legends required by Section 7.1 hereof.

    


    (b)
      If
      the opinion called for in (a) above is not delivered, the Holder shall not
      be
      entitled to transfer the Restricted Securities until either (x) receipt by
      the
      Company of a further notice from such Holder pursuant to the foregoing
      provisions of this Section 7.2 and fulfillment of the provisions of clause
      (a)
      above, or (y) such Restricted Securities have been effectively registered under
      the Act.

    


    (c)
      Notwithstanding the foregoing, the restrictions imposed upon the transferability
      of any of its rights to acquire Common Stock or Common Stock issuable on the
      exercise of such rights do not apply to transfers from the beneficial owner
      of
      any of the aforementioned securities to its nominee or from such nominee to
      its
      beneficial owner, and shall terminate as to any particular share of Common
      Stock
      when (1) such security shall have been effectively registered under the
      Securities Act and sold by the holder thereof in accordance with such
      registration or (2) such security shall have been sold without registration
      in
      compliance with Rule 144 under the Securities Act, or (3) a letter shall have
      been issued to the Holder at its request by the staff of the Securities and
      Exchange Commission (the “SEC”)
      or a
      ruling shall have been issued to the Holder at its request by the SEC stating
      that no action shall be recommended by such staff or taken by SEC, as the case
      may be, if such security is transferred without registration under the
      Securities Act in accordance with the conditions set forth in such letter or
      ruling and such letter or ruling specifies that no subsequent restrictions
      on
      transfer are required. Whenever the restrictions imposed hereunder shall
      terminate, as hereinabove provided, the Holder or holder of a share of Common
      Stock then outstanding as to which such restrictions have terminated shall
      be
      entitled to receive from the Company, without expense to such holder, one or
      more new certificates for the Warrant or for such shares of Common Stock not
      bearing any restrictive legend.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    8.
       Ownership,
      Transfer and Substitution of Warrant.

    


    8.1
        Ownership
      of Warrant. The Company may treat the person in whose name this Warrant is
      registered in the Warrant Register maintained pursuant to Section 8.2(b) hereof
      as the owner and holder thereof for all purposes, notwithstanding any notice
      to
      the contrary, except that, if and when any Warrant is properly assigned in
      blank, the Company may (but shall not be obligated to) treat the bearer thereof
      as the owner of such Warrant for all purposes, notwithstanding any notice to
      the
      contrary. Subject to Section 7 hereof, this Warrant, if properly assigned,
      may
      be exercised by a new holder without a new Warrant first having been
      issued.

    


    8.2
       Office;
      Transfer and Exchange of Warrant.

    


    (a)
       The
      Company will maintain its principal offices at 695 South Colorado Blvd, Suite
      480, Denver, CO 80246 as the office where notices, presentations and demands
      in
      respect of this Warrant may be made upon it until the Company notifies the
      holder of this Warrant of any change of location of the office.

    


    (b)
       The
      Company shall cause to be kept at its office maintained pursuant to Section
      8.2(a) hereof a Warrant Register for the registration and transfer of this
      Warrant. The names and addresses of holders of this Warrant, the transfers
      thereof and the names and addresses of transferees of this Warrant shall be
      registered in such Warrant Register. The Person in whose name any Warrant shall
      be so registered shall be deemed and treated as the owner and holder thereof
      for
      all purposes of this Warrant, and the Company shall not be affected by any
      notice or knowledge to the contrary.

    


    (c)
       Upon
      the
      surrender of this Warrant, properly endorsed, for registration of transfer
      or
      for exchange at the office of the Company maintained pursuant to Section 8.2(a)
      hereof, the Company at its expense will (subject to compliance with Section
      7
      hereof, if applicable) execute and deliver to or upon the order of the Holder
      thereof a new Warrant of like tenor, in the name of such holder or as such
      holder (upon payment by such holder of any applicable transfer taxes) may
      direct, calling in the aggregate on the face thereof for the number of shares
      of
      Common Stock called for on the face of this Warrant so surrendered.

    


    8.3
        Replacement
      of Warrant. Upon receipt of evidence reasonably satisfactory to the Company
      of
      the loss, theft, destruction or mutilation of this Warrant and, in the case
      of
      any such loss, theft or destruction of this Warrant, upon delivery of indemnity
      reasonably satisfactory to the Company in form and amount or, in the case of
      any
      mutilation, upon surrender of this Warrant for cancellation at the office of
      the
      Company maintained pursuant to Section 8.2(a) hereof, the Company at its expense
      will execute and deliver, in lieu thereof, a new Warrant of like tenor and
      dated
      the date hereof.

    


    8.4
        Restrictions
      on Transfer. In addition to the restrictions on transfer set forth in Section
      8
      hereof, neither this Warrant nor any portion of this Warrant may be transferred
      without the consent of the Company.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    9.
       No
      Rights or Liabilities as Stockholder.
      No
      Holder shall be entitled to vote or receive dividends or be deemed the holder
      of
      any shares of Common Stock or any other securities of the Company which may
      at
      any time be issuable on the exercise hereof for any purpose, nor shall anything
      contained herein be construed to confer upon the Holder, as such, any of the
      rights of a stockholder of the Company or any right to vote for the election
      of
      directors or upon any matter submitted to stockholders at any meeting thereof,
      or to give or withhold consent to any corporate action (whether upon any
      recapitalization, issuance of stock, reclassification of stock, change of par
      value, consolidation, merger, conveyance, or otherwise) or to receive notice
      of
      meetings, or to receive dividends or subscription rights or otherwise until
      this
      Warrant shall have been exercised and the shares of Common Stock purchasable
      upon the exercise hereof shall have become deliverable, as provided herein.
      The
      Holder will not be entitled to share in the assets of the Company in the event
      of a liquidation, dissolution or the winding up of the Company.

    


    10.
       Notices
      of Record Date, Etc.
      In case
      the Company shall take a record of the holders of its Common Stock (or other
      stock or securities at the time deliverable upon the exercise of this Warrant)
      for the purpose of entitling or enabling them to receive any stock dividend
      or
      other non-cash distribution, or to receive any right to subscribe for or
      purchase any shares of stock of any class or any other securities, or to receive
      any other right; or of any capital reorganization of the Company, any
      reclassification of the capital stock of the Company, any consolidation or
      merger of the Company with or into another corporation (other than a
      consolidation or merger in which the Company is the surviving entity), or any
      transfer of all or substantially all of the assets of the Company; or of the
      voluntary or involuntary dissolution, liquidation or winding-up of the Company,
      then, and in each such case, the Company will mail or cause to be mailed to
      the
      registered holder of this Warrant a notice specifying, as the case may be:
      (i)
      the date on which a record is to be taken for the purpose of such dividend,
      distribution or right, and stating the amount and character of such dividend,
      distribution or right, or (ii) the effective date on which such reorganization,
      reclassification, consolidation, merger, transfer, dissolution, liquidation
      or
      winding-up is to take place, and the time, if any is to be fixed, as of which
      the holders of record of Common Stock (or such other stock or securities at
      the
      time deliverable upon the exercise of this Warrant) shall be entitled to
      exchange their shares of Common Stock (or such other stock or securities) for
      securities or other property deliverable upon such reorganization,
      reclassification, consolidation, merger, transfer, dissolution, liquidation
      or
      winding-up. Such notice shall be mailed at least ten (10) days prior to the
      record date or effective date for the event specified in such notice unless
      such
      prior notice is waived by the registered holder of this Warrant. Provided,
      however, that the failure by the Company to provide such notice shall not
      invalidate any such action. 

    


    11.
       Notices.
      Any
      notice or other communication in connection with this Warrant shall be deemed
      to
      be given if in writing (or in the form of a facsimile) addressed as hereinafter
      provided and actually delivered at said address: (a) if to any Holder, at the
      registered address of such holder as set forth in the Warrant Register kept
      at
      the office of the Company maintained pursuant to Section 8.2(a) hereof, or
      (b)
      if to the Company, to the attention of its Chief Financial Officer at its office
      maintained pursuant to Section 8.2(a) hereof; provided,
      however,
      that
      the exercise of any Warrant shall be effective in the manner provided in Section
      3 hereof.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    12. Payment
      of Taxes.
      The
      Company will pay all documentary stamp taxes attributable to the issuance of
      shares of Common Stock underlying this Warrant upon exercise of this Warrant;
      provided,
      however,
      that
      the Company shall not be required to pay any tax which may be payable in respect
      of any transfer involved in the registration of any certificate for shares
      of
      Common Stock underlying this Warrant in a name other that of the Holder. The
      Holder is responsible for all other tax liability that may arise as a result
      of
      holding or transferring this Warrant or receiving shares of Common Stock
      underlying this Warrant upon exercise hereof.

    


    13. Warrant
      Agent.
      The
      Company shall serve as warrant agent under this Warrant. Upon thirty (30) days
      notice to the Holder, the Company may appoint a new warrant agent. Any
      corporation into which the Company or any new warrant agent may be merged or
      any
      corporation resulting from any consolidation to which the Company or any new
      warrant agent shall be a party or any corporation to which the Company or any
      new warrant agent transfers substantially all of its corporate trust or
      stockholders services business shall be successor warrant agent under this
      Warrant without any further act. Any such successor warrant agent shall promptly
      cause notice of its succession as warrant agent to be mailed (by first class
      mail, postage prepaid) to the Holder at the Holder’s last address as shown on
      the Warrant Register.

    


    14.
       Miscellaneous.
      This
      Warrant and any term hereof may be changed, waived, discharged or terminated
      only by an instrument in writing signed by the party against which enforcement
      of the change, waiver, discharge or termination is sought. This Warrant shall
      be
      construed and enforced in accordance with and governed by the laws of the State
      of Nevada. The section headings in this Warrant are for purposes of convenience
      only and shall not constitute a part hereof.

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF, the Company has caused this Common Stock Purchase Warrant
      to be
      duly executed as of the date first above written.

    


    
      	
              ENHANCE
                SKIN PRODUCTS

              INC.

            
	 
	
              By:
                

            	 
	 	
              Name:

            
	 	
              Title:

            


    

    


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A

    


    PURCHASE
      FORM

     

    
      
        	
                To:
                  Enhance Skin Products Inc.

              	
                Dated:____________

              


      

    

     

    The
      undersigned, pursuant to the provisions set forth in the attached Warrant
      (No. ___), hereby elects to purchase (check
      applicable box):

     

    _________
      shares of the Common Stock of Enhance Skin Products Inc. covered by such
      Warrant.  

     

    The
      undersigned herewith makes payment of the full Warrant Price for such shares
      at
      the price per share provided for in such Warrant. Such payment takes the form
      of
(check
      applicable box or boxes):

     

    $______
      in lawful money of the United States. 

    


    ________________________________________

    Print
      or
      Type Name

    


    ________________________________________

    (Signature
      must conform in all respects to name of holder as specified on the face of
      Warrant)

    


    ________________________________________

    (Street
      Address)

    


    ________________________________________

    (City)                    (State)        (Zip Code)

    


    
      
        
        

      

      
        10